McKesson buys out Franz Haniel, Elliott to take a 75% stake in Celesio
SAN FRANCISCO — McKesson late Thursday afternoon announced that it has reached an agreement with Franz Haniel & Cie. GmbH to acquire its entire holding of Celesio shares for 23.50 euros per share (US $32.24 per share). In a separate and subsequent agreement, McKesson also announced the acquisition of Celesio convertible bonds from Elliott. These agreements are not subject to any closing conditions and the transactions are expected to close within 10 business days.
After the close of the agreements with Haniel and Elliott, McKesson will exceed 75% ownership of Celesio shares on a fully diluted basis.
“We are excited to move forward with our acquisition of Celesio,” stated John Hammergren, chairman and CEO, McKesson Corporation. “We look forward to bringing together the strengths of the McKesson and Celesio organizations so we can provide our customers with more efficient delivery of healthcare products and services around the world. Our customers will benefit from the increased scale, supply chain expertise and sourcing capabilities of the combined company, together with enhanced access to innovative technology and business services.”
McKesson and its wholly-owned indirect subsidiary Dragonfly have informed Celesio of their intention to enter into a domination and profit-and-loss transfer agreement, with Dragonfly as the dominating party and Celesio as the dominated party, pursuant to Sections 291 et seq. of the German Stock Corporation Act (Aktiengesetz – AktG). McKesson and Dragonfly expect to implement such a domination and profit and loss transfer agreement following the close of the transactions without any further regulatory approval.
McKesson expects to fund a portion of the transaction with cash and has a bridge financing facility in place to fund the balance of the transaction, with permanent financing to be put in place following the close of the transactions. McKesson will consolidate the financial results of Celesio during its fiscal fourth quarter ending March 31, and McKesson’s earnings will reflect its proportionate share of Celesio’s earnings. McKesson expects the transaction to be $1.00 to $1.20 accretive to adjusted earnings per share on a fully diluted basis in the first twelve months following the close of the transactions, assuming 100% ownership in the outstanding common shares of Celesio. By the fourth year following the implementation of the domination and profit and loss transfer agreement, McKesson expects to realize annual synergies between $275 million and $325 million.
McKesson intends to launch a voluntary tender offer to the remaining minority holders of Celesio common shares. The offer is expected to commence shortly after the close of the transactions.
NACDS: Medication management is key measurement for exchange health plans
ARLINGTON, Va. — When selecting an exchange health plan under the Affordable Care Act, consumers should be able to evaluate plans’ success in medication management, among other quality measures, the National Association of Chain Drug Stores stated in comments to the Centers for Medicare and Medicaid Services.
Speciﬁcally, NACDS urged CMS to adopt measures related to medication adherence and appropriate medication use as part of its Quality Rating System for Qualiﬁed Health Plans, which are offered through health insurance exchanges.
The letter emphasized the importance of strong and consistent quality medication measures across federal and state programs to help drive and improve accountability and transparency. NACDS’ letter also noted the success of medication measures in the Medicare Star Ratings program in driving improved patient outcomes.
Including stronger medication measures will "provide powerful incentives to improve quality of care and patient outcomes, as well as meaningful consumer protections regarding affordable, quality health care and meaningful, reliable and actionable rating information," NACDS stated in the letter.
NACDS also emphasized that medication measures are closely linked to improved patient outcomes and lower total medical costs. Citing a recent CMS study within the Medicare Part D program, the letter highlights that medication therapy management can lead to improved drug therapy outcomes and signiﬁcantly reduce catastrophic care and emergency room costs.
NACDS urged the agency to align medication management measures with Medicare as it implements health exchanges. To that end, NACDS noted, "Given the beneﬁcial impact of MTM to the Medicare Part D program, we believe MTM should also become the cornerstone of drug coverage in QHPs."
"A lack of alignment on medication management standards undermines consumer education efforts and diminishes the ability of individuals to have a consistent understanding of the state and federal quality and performance measures with respect to safe, consistent and appropriate medication use," NACDS stated in the letter.
In its continuing efforts in support of MTM, NACDS points to a growing body of evidence that improving medication adherence — including use of MTM to help patients take medications as prescribed — helps to enhance patient health and improve health care affordability.
Reports by the Congressional Budget Ofﬁce and the Centers for Medicare and Medicaid Services, as well as articles in Health Affairs, the Journal of American Pharmacists and the Journal of Managed Care Pharmacy, offer further support that appropriate medication use can improve health while lowering costs.
The increasing focus on MTM also has included action in the executive and legislative branches of government. Earlier this year, CMS published a proposed rule that would improve eligibility criteria for MTM within Medicare, making MTM available to 18 million beneficiaries instead of the current 2.5 million, according to CMS estimates. Bipartisan support continues to grow for the proposed Medication Therapy Management Empowerment Act of 2013 (H.R. 1024 and S. 557). The legislation enjoys the co-sponsorship of 159 members of the U.S. House of Representatives and 30 members of the U.S. Senate — more than 35% of the Congress.
Blog: Kroger tests marketing fuel point awards in exchange for transferred prescriptions
HOUSTON — Kroger is test-marketing the giving of 1,000 "fuel points" toward discounted gas for each transferred prescription vs. the traditional $25 Kroger gift card, according to a blog published on the Houston Chronicle website Wednesday.
"Still a good deal, but probably worth $15 or $20 for an average fill-up (and it’s probably best to pull up to the pump near empty). If you drive an SUV or one of those double-tank pickups — or a Hummer — you’ll save as much as $35 because the discount is good for up to 35 gallons," observed blogger Cindy George. "The current transferred-prescription promotion offering 1,000 fuel points is a pilot program Kroger has been testing in the Houston market since November. The experiment continues through this month."
The promotion requires the transferred prescription to be filled and purchased at least once at a competing pharmacy, George reported.